This Non-Disclosure Agreement (the “Agreement”) , version v20250108, is made and entered into as of the Submission Date of the Form, by and between Diamond Digital Marketing Group (“Disclosing Party”), and the Employee (“Receiving Party”).
1. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” includes all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Confidential Information also includes all information of which unauthorized disclosure could be detrimental to the interests of Disclosing Party, or its clients, vendors, or associated organization or individual, whether or not such information is identified as Confidential Information by Disclosing Party.
2. Exclusions from Confidential Information
Receiving Party’s obligations under this Agreement do not extend to information that is:
- Publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party;
- Discovered or created by the Receiving Party before disclosure by Disclosing Party;
- Learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or
- Disclosed by Receiving Party with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
4. Time Periods
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as confidential or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first. These obligations extend even after the employee’s contract has ended, ensuring that the protection of Confidential Information continues beyond the duration of employment.
6. Severability
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
7. Integration
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.
8. Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
9. Mutual Agreement
Both parties hereby agree to the terms and conditions outlined in this Agreement.
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